8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 13, 2004

Date of Filing: May 13, 2004

Lynx Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

0-22570
(Commission File No.) 94-3161073
(IRS Employer Identification No.)

25861 Industrial Blvd.
Hayward, California 94545
(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (510) 670-9300

TABLE OF CONTENTS

	Item 12. Results of Operations and Financial Condition
SIGNATURE
EXHIBIT 99.1

Item 12. Results of Operations and Financial Condition

On May 13, 2004, Lynx Therapeutics, Inc. issued a press release announcing financial results for the three months ended March 31, 2004. A copy of such press release, entitled “Lynx Announces First Quarter Financial Results,” is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in this report, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Lynx Therapeutics, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LYNX THERAPEUTICS, INC.
Dated: May 13, 2004	By:	/s/ Kevin P. Corcoran
		Kevin P. Corcoran
		President and Chief Executive Officer (Principal Executive Officer)

INDEX TO EXHIBITS

99.1 Press release entitled “Lynx Announces First Quarter Financial Results,” dated May 13, 2004.

EX-99.1

                                                                    EXHIBIT 99.1
[LYNX LOGO]

CONTACT:
- --------
LYNX THERAPEUTICS, INC.                           INVESTOR CONTACT:
Kevin P. Corcoran                                 Lippert/Heilshorn & Associates
Chief Executive Officer                           Jody Cain/Mike Pollock
510/670-9300                                      310/691-7100

For Immediate Release

                 LYNX ANNOUNCES FIRST QUARTER FINANCIAL RESULTS

   - COMPANY NOTES RECENT MOMENTUM IN COMMERCIAL SERVICES CONTRACT BUSINESS -
               - CONFERENCE CALL TO BEGIN AT 5:00 P.M. ET TODAY -

HAYWARD, CALIF. (MAY 13, 2004) - LYNX THERAPEUTICS, INC. (NASDAQ: LYNX) today
reported financial results for the three months ended March 31, 2004.

Total revenues for the first quarter of 2004 were $1.3 million including
technology access and service fees of $1.1 million, compared with total revenues
for the comparable quarter in 2003 of $3.3 million including technology access
and service fees of $3.0 million. The net loss for the 2004 first quarter was
$4.2 million, or $(0.66) per share, compared with a net loss of $4.0 million, or
$(0.85) per share, for the 2003 first quarter, which included a non-cash,
non-operating expense of $0.8 million related to the company's pro rata share of
the net loss of Axaron Bioscience AG.

"While our revenues are impacted principally by the timing and number of
biological samples received from existing customers and collaborators, we are
gaining momentum with our commercial services business, as evidenced by our
recent announcements of three new and two extended agreements," said Kevin P.
Corcoran, president and chief executive officer of Lynx Therapeutics. "Notable
among these is our newly announced relationship with the National Cancer
Institute to characterize DNA fragments in human cancer tumors, which marks our
planned entry into the genomic DNA sequencing market. We believe that the
ability of our Massively Parallel Signature Sequencing, or MPSS(TM), technology
to produce very high throughput is gaining recognition in academic and
commercial scientific communities, alike.

"Furthermore, we are proceeding to integrate the `cluster technology' into our
MPSS(TM) process," added Mr. Corcoran. "The cluster technology is expected to
streamline our process and make it less labor intensive by enabling fast and
simplified preparation of biological samples for analysis. It also is expected
to reduce costs as it decreases the use of reagents, a major expense in
processing samples. In addition to improving our competitive position in the
gene expression services market, the cluster technology is expected to support
our expansion into the genomic DNA sequencing market. Integration of the cluster
technology into our production process is expected to be completed around
mid-year 2005. Additionally, we expect to introduce a beta version of our
MPSS(TM)-based instrument in the first half of 2006 and begin full instrument
sales early the following year."




FIRST QUARTER 2004 FINANCIAL RESULTS

Operating costs and expenses were $5.4 million for the first quarter of 2004,
compared with $6.1 million for the comparable period in 2003, excluding
restructuring charges related to workforce reductions of $0.1 million and $0.3
million, respectively. For the 2004 first quarter, cost of services fees was
$1.4 million, compared with $0.7 million for the 2003 first quarter. The
increase in cost of services fees in 2004 reflects increased depreciation costs
on recently deployed DNA sequencing instruments used in providing MPSS(TM)
services to customers.

Research and development expenses were $2.5 million for the 2004 first quarter,
compared with $3.6 million in the 2003 quarter, reflecting lower personnel
expenses resulting from workforce reductions in the first quarter of each year.
General and administrative expenses were $1.6 million for the first quarter of
2004, compared with $1.8 million in the prior-year quarter. Lynx reported an
operating loss of $4.2 million for the 2004 first quarter, compared with an
operating loss of $3.1 million for the comparable period in 2003.

As of March 31, 2004, Lynx had cash and cash equivalents of $5.6 million
(including $0.5 million of restricted cash) and total current assets of $7.4
million.

COLLABORATIONS AND AGREEMENTS

Lynx is aggressively pursuing a variety of opportunities directed toward
establishing MPSS(TM) as the technology of choice for comprehensive gene
expression, genome structure and epigenomics analysis based on its ability to
uniquely capture and sequence RNA and DNA fragments.

To date in 2004, Lynx has added the following genome structure, epigenomics and
genome re-sequencing customers:

- -    NATIONAL CANCER INSTITUTE (NCI): to identify chromosome breakpoints in
     human cancer tumors.

To date in 2004, Lynx has added or extended gene expression service contracts
with the following customers:

- -    HOWARD HUGHES MEDICAL INSTITUTE: to characterize the drosophila
     transcriptome, surveying tissues and developmental stages of the laboratory
     fruit fly.

- -    NATIONAL INSTITUTE OF ENVIRONMENTAL AND HEALTH SCIENCES: to analyze liver
     and blood samples from rats treated with various doses of acetaminophen to
     study the drug's toxic effects and to identify new markers for toxicity.

- -    LUDWIG INSTITUTE FOR CANCER RESEARCH: extension of a 2002 agreement on the
     characterization of gene expression in cancer.

- -    NATIONAL INSTITUTES OF HEALTH: to build a reference transcriptome database
     to assist the biomedical research community's efforts in determining the
     function of genes associated with disease.

- -    NATIONAL INSTITUTE ON AGING: to study the molecular and cellular events in
     stem cell proliferation and differentiation.

CONFERENCE CALL

Related to this announcement, Lynx will host a conference call on Thursday, May
13, 2004 at 2:00 p.m. PT/5:00 p.m. ET. To participate in this call, dial: (877)
815-7177 (U.S./Canada) or



(706) 679-0753 (International) shortly before 2:00 p.m. PT/5:00 p.m. ET. A
replay of the call will also be available until midnight, Thursday, May 22,
2004. To access the replay, dial: (800) 642-1687 (U.S./Canada) or (706) 645-9291
(International), followed by the conference ID number 7298460. The conference
call and replay are open to all interested parties.

A Webcast of the conference call will be available live and for 14 days
following the call at www.lynxgen.com.

ABOUT LYNX

Lynx Therapeutics is a leader in the development and application of novel
genomics analysis solutions. Lynx's MPSS(TM) instruments analyze millions of DNA
molecules in parallel, enabling genome structure characterization at an
unprecedented level of resolution. As applied to gene expression analysis,
MPSS(TM) provides comprehensive and quantitative digital information important
to modern systems biology research in the pharmaceutical, biotechnology and
agricultural industries. For more information, visit Lynx's Web site at
www.lynxgen.com.

This press release contains "forward-looking" statements, including statements
related to the potential success under existing customer, collaboration and
license arrangements, the expansion and success of Lynx's commercial
applications of its genomics technologies and financial guidance, including
estimated future revenues. Any statements contained in this press release that
are not statements of historical fact may be deemed to be forward-looking
statements. Words such as "believes," "feels," "anticipates," "plans,"
"predicts," "expects," "estimates," "intends," "will," "continue," "may,"
"should" and similar expressions are intended to identify forward-looking
statements. There are a number of important factors that could cause the results
of Lynx to differ materially from those indicated by these forward-looking
statements, including, among others, risks detailed from time to time in Lynx's
SEC reports, including its Quarterly Report on Form 10-Q for the quarter ended
March 31, 2004 and its Annual Report on Form 10-K for the year ended December
31, 2003, as amended. Lynx does not undertake any obligation to update
forward-looking statements.

                               [Tables to follow]




                                  [LYNX LOGO]
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)



                                                            Three months ended
                                                                March 31,
                                                           --------------------
                                                             2004        2003
                                                           -------      -------
                                                         (unaudited)  (unaudited)
                                                                  
Net revenues:
Technology access and service fees and other               $ 1,341      $ 3,264
                                                           -------      -------
Total revenues                                               1,341        3,264

Operating costs and expenses:
Cost of service fee revenues and other                       1,350          724
Research and development                                     2,463        3,565
General and administrative                                   1,587        1,785
Restructuring charge for workforce reduction                   102          292
                                                           -------      -------
Total operating costs and expenses                           5,502        6,366
                                                           -------      -------
Loss from operations                                        (4,161)      (3,102)
Equity share of income (loss) of related party                  --         (825)
Other income (expense), net                                    (60)         (44)
Income tax provision (benefit)                                  --            1
                                                           -------      -------
Net loss                                                   $(4,221)     $(3,972)
                                                           =======      =======
Basic and diluted net loss per share                       $ (0.66)     $ (0.85)

Shares used in computation of loss per share                 6,399        4,652



                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)



                                                          March 31,    December 31,
                                                             2004         2003(a)
                                                           -------       -------
                                                         (unaudited)
                                                                   
Assets
Cash and cash equivalents                                  $ 5,649       $ 5,609
Accounts receivable                                            338           402
Other current assets                                         1,436         1,626
                                                           -------       -------
Total current assets                                         7,423         7,637
Property and equipment, net                                 10,053        10,987
Other assets                                                   172           172
                                                           -------       -------
Total assets                                               $17,648       $18,796
                                                           -------       -------
Liabilities and Stockholders' Equity

Current liabilities                                        $ 2,075       $ 2,826
Deferred revenue - current                                     759           759
                                                           -------       -------
Total current liabilities                                    2,834         3,585
Deferred revenue - noncurrent                                4,222         4,213
Noncurrent liabilities                                         921           932
Stockholders' equity                                         9,671        10,066
                                                           -------       -------
Total liabilities and stockholders' equity                 $17,648       $18,796
                                                           =======       =======


- -------------

(a)  The balance sheet amounts as of December 31, 2003 have been derived from
     audited financial statements at that date but do not include all of the
     information and footnotes required by generally accepted accounting
     principles for complete financial statements.